Secret from the Stars
by CasuallyPosting
Summary: After the Omnitrix self destructs, an 11-year old Ben Tennyson expected that to be his end. Now trapped on Remnant with no way home, Ben must make the most of his strange situation by helping his new friends fight for survival. But how will the young hero adapt to being the youngest huntsman in this new world? And will he ever be able to find his way back home?
1. Starry Eyed Arrival

**Yup. A new full story that has been in my back pocket for several months now.**

 **I planned on doing a Ben 10 crossover for a long time now, but seeing that I didn't have time or a proper idea aside from stuff that has already been done before, I decided to wait it out.**

 **After reading Emiyn's Fairy Tail crossover I started working on this again, but then he did his own Ben 10 X RWBY story and I almost shelved this since I didn't want to be copying his work. But now that his story has a more defined path and includes romance, I feel that my idea diverges enough to warrant writing it.**

 **Anyways, enjoy the chapter and then read the A/N for some more information.**

* * *

Pain.

That is what an 11-year old Ben Tennyson thought he would feel when the Omnitrix's self destruct function finally timed out.

He had traveled across the universe with Tetrax on a mission to reach the creator of the Omnitrix, Azmuth, and get him to turn off the timer that could have taken a chunk out of the Milky Way.

It took a long time and he nearly lost his cousin Gwen in the process, but they made it. Azmuth was against helping at first, thinking that his device was being used inappropriately by a child, but Ben convinced him otherwise through a show of determination and heart.

Then came Vilgax.

The squid-faced warlord brought an army of drones to take either the Omnitrix or Azmuth by force in order to gain the power he wanted. He far outnumbered the small group that had exited the lab.

That was until Azmuth unlocked a Tsu'kostar's DNA inside the Omnitrix, allowing Ben to turn the tides of battle and send Vilgax flying with a superpowered kick.

With the threat gone, both Ben and Gwen were ready to head back to Earth and resume their road trip with Grandpa Max.

But the Omnitrix had other plans.

* * *

"Tennyson!"

The voice from the Galvan carried over the battlefield, reaching the ears of the reverted hero.

"Ben!"

That one was Gwen, but why would she be yelling?

That was when he heard the beeping.

The same beeping that had forced him to come on this trip in the first place. And now the noise was coming rapidly faster and faster.

"Tetrax… do it!"

He was terrified. The 11-year old had thought he was in the clear and would be able to return home with his head held high after conquering this challenge. But now he was forced to make a choice.

He locked eyes with the former mercenary, nodding his head to confirm his decision. They had made this plan as a last resort just in case they failed.

"Sorry Gwen... looks like you are going home alone."

He whispered that under his breath, but he knew his cousin heard it somehow. He could see the tears starting to form as she tried to run towards him.

But by that time the Petrosapien had already launched the crystal into the air.

He smiled as Tetrax scooped Gwen into his arms and started sprinting in the other direction. Azmuth was on his shoulder looking back at him with a sad and guilty frown, Gluto was already on the crystal alien's heels and Myaxx was not to far behind.

The single shard of diamond impacted the ground below the earthling, causing a chain reaction as larger spikes of hard gemstone shot out of the dirt. The larger crystals engulfed his tiny frame.

On the ship, before arriving on Azmuth's planet, Ben and Tetrax discussed other options just in case their first option failed.

The emergency plan was Tetrax taking the others as far away as possible after creating a dome of diamond around Ben to try and contain a portion of the explosion. They knew it wouldn't stop the whole thing, but it might buy the others a little bit more time to get to safety.

Once the dome surrounded him, Ben slumped to the ground in the middle of the shield, looking down at the orange faceplate of the Omnitrix.

"At least I got to be a hero one last time…"

The beeping stopped and green energy rippled outwards from the alien watch as it seemed to electrify the air around him. There was a slight warm and tingly feeling spreading across the arm that housed the device, but other than that he didn't feel any pain.

There was a loud noise and then he felt something strong pulling on his entire body. The natural warmth of the sun disappeared and was replaced with the unnatural cold of what he assumed to be space.

He couldn't keep his eyes open any longer as he saw the light fade away and felt himself drifting in nothingness.

Ben Tennyson's eyes closed as he drifted. Unknowingly not into oblivion… but rather into another adventure.

* * *

 _Train on route to Vale via Mistral_

"We have the back half of train secured sir," a random member of the White Fang spoke. His partially hidden face showed no emotion as larger man walked up next to him into the cabin.

"Good work. Have the men prepare for phase two while Blake and I move and begin taking the front half."

The soldier nodded and ran back through the open door, following the commands of the much larger man holding onto the hilt of his sword with a perpetual frown in place upon his lips.

"Come Blake. We need to make sure no one is going to try and play hero here."

Beside the large man was a much smaller girl wearing a mix of black and white clothing while having a strange looking weapon holstered at her side. What stood out most however were the twitching pair of cat ears atop her head.

"Adam… we already have the dust. What are going to accomplish going up there to the passenger cars?" the cat-girl asked her partner as the two walked from occupied car to car. They made their way from the storage cars to where the civilians were seated.

The now named Adam cast her a sidelong glance but pressed onward nonetheless. "Just as I said. Someone might try to stop us and we can't afford that now. This train will be a statement. A statement from all Faunus kind to all humans. We will no longer be pushed around."

"How will stealing a dust shipment, no matter how large this one is, make the world see us like that? They will just find more dust and move past it like they have before." Blake was confused on his thought process. This was not the first time they had stolen a big shipment of dust, hell, this wasn't even the biggest the made off with.

The bull faunus didn't answer as they continued to march. Several members of the White Fang were placing things around in each car the passed, all looking hurried in their tasks - something which Blake wrote off as nerves on a big mission.

They reached the door that connected the two portions of the vehicle together, seeing the large coupler holding the train cars to each other, with a door across the way.

Adam reached out and opened the door, only to recoil as a loud noise and blinding light hit both of their eyes, forcing them to look away.

Blake was the first to recover and gasped. Several of the crates that were tied down on the platform outside had been reduced to chunks of wood that lay splintered across the metal surface, and in the middle of it all laid a badly bruised child in a tattered white shirt.

Without hesitating, the faunus girl ran across the connector and kneeled down next to the boy, checking first to see if he had a stable pulse. Sighing in relief that he was not in any immediate life threatening danger, she began to inspect the rest of his form.

His face had several cuts across it, dried blood sticking to his skin. The shirt looked as if someone had taken scissors or claws and torn it to shreds over several strikes, revealing the battered and bruised flesh underneath it. The green cargo pants he wore were in better condition, only a few areas being torn apart.

Her eyes did a double check to make sure he had no open wounds that needed treatment. Amber orbs narrowed in interest as she saw a very strange device that resembled a large watch attached to the boy's wrist.

She moved to inspect it closer, but was halted by the clear sound of steel being drawn behind her. Whipping her head back around, she was surprised to see Adam's blade pointed at her.

"Adam? What are you doing?" she asked, not fearful for her own life, but concerned with why her partner would draw his weapon so suddenly.

The redheaded man's glare could be felt through his mask. "Step aside Blake. This child interrupted our mission. I am going to remove this obstacle."

Her eyes were wide in shock. "Adam! This child couldn't have chosen to arrive here. Look at his wounds!" The words went unheard however as the bull stepped closer.

"None of that matters. He would soon die regardless…"

That cause her eyes to narrow on the man before her. She knew enough from being trained as a field medic that the boy was in no danger of dying from his wounds, unless something traumatic had happened to his head which she couldn't see.

"What do you mean by that?" she pointed out as her partner halted his advance and pointed back to the cars behind them.

"The men in those cars have already begun placing dust charges throughout the back portion of the train. We took the high quality crystals for ourselves and now we are going to send a message. They might overlook us just making off with the dust, but not if hundreds of lives are also included in our theft."

The feline's blood ran cold as she unconsciously gripped the boy a little closer. He planned on killing hundreds of people? Hundreds of innocent men, women and children, just to make the humans fear them?

"Adam you can't seriously be ready to kill all these people just because a few might be racist!"

She was on her feet, Gambol Shroud at the ready to defend herself should the situation call for it. Stepping forward so that she directly blocked his path, she placed herself between him and the unconscious child directly behind her.

"No human is innocent Blake! They are all guilty of treating us as nothing more than third class filth. Those that participated, those that stood by and watched and even those who have yet to see it. None of them are innocent!" he roared, stepping forward.

"Is this what the White Fang is now Adam? Nothing but a group of terrorists?" there were tears in her eyes as she asked. She couldn't see Adam's face, but she could tell he wasn't comfortable with her question since he stopped his approach.

His lips pursed as he thought for just a second, before he gazed directly into her eyes with his own blocked by the mask.

"If that is what needs to happen for a change to take place… then so be it."

The tears fell and she closed her eyes, lowering her weapon. Adam took this as her giving into his commands and began to step forward again, only to be stopped dead in his tracks by mixed looks of sadness and rage overcoming his partner's face.

"Then I'm sorry Adam, but this is goodbye."

With one fluid motion she slashed downwards and damaged the coupler connecting the two halves of the train. It shook for a second and gave a might metallic groan as the two starred each other down.

The bull faunus made to lunge at her, but the damaged metal lost a little more grip on its broken support causing him to stagger.

Blake held firm, reaching down to secure the still unconscious child with her arms as the cable continued to lose more and more strength. Not soon after, it gave one last shudder before finally snapping.

"Blake!" Adam roared as the front half of the train lurched forward, forcing the girl to hold onto a rail or risk being thrown off. She watched the other half lose momentum and slow down to a stop while the side with the engine corrected itself and continued to press onwards.

"Goodbye Adam…" the amber-eyed girl said sadly, leaning up against the train and securing both herself and the boy in her arms. Their ride carried them away from danger… and away from her old life.

Looking down at the child, she sighed. "I guess… I should thank you. Without you I might not have learned what Adam was planning… so many people could have died…"

Her tears were no longer falling, but her heart still ached as the realization that she no longer had a purpose hit her. The White Fang had been her life since she was a young girl running around on the island of Menagerie. Now what was she supposed to do?

Closing her eyes and relaxing, she allowed the tense muscles in her body to rest. She was in uncharted waters now and had no way to go back. It was time to forge a new path for herself.

Again she found herself looking down at the boy. He seemed so peaceful despite the clear trauma he had suffered before she found him. Perhaps by helping him she would discover what life had planned for her.

"I'll take you to Tuckson once we reach Vale. He can help you get better… and help me find something to fight for."

With that, her eyes closed once more. Drifting off into a light sleep until as the train carried them towards Vale.

* * *

When Ben's eyes next opened, he didn't know what he should expect as his family was never very religious as he grew up. Maybe a bright white light or some clouds with angels everywhere or something like that, but he was not expecting a rustic looking fan above his head.

Bleary green eyes surveyed the wooden ceiling. Noting how different the design seemed to something that he would typically see back in Bellwood. It gave off a sort of Asian feel, similar to one of the dojos he had been to when he watched Gwen practice her martial arts.

The thought of his cousin opened the floodgates of his mind, allowing the memories of the recent events like battle on Xenon to resurface. He surged upwards in shock and the immediately recoiled as his stomach and back throbbed in pain.

Looking down at his body, there were clean white bandages wrapped tightly around his torso. He could still make out the various injuries he felt, but they seemed to be in the process of healing.

His shirt was gone and his pants had seen better days, but the main worry of his was washed away when he saw the green and black watch on still attached to his wrist. That was enough to assure him that he wasn't dead.

"So I guess Squidhead didn't get the last laugh in the end," the boy chuckled to himself as he slowly pushed his body up so he could sit and dangle his legs off the side of the strange bed.

The room was extremely bland, only containing basic furniture and a large bookcase filled to the brim with various texts. The large oak door was shut, but he could hear the sound of footsteps coming closer.

Warily, the shapeshifting hero hid the Omnitrix behind his back and activated it, just in case whoever found him wasn't friendly. He tensed as the door opened to reveal a rather tall and well built man with combed over hair and thick sideburns.

"Well now, look who finally decided to wake up. You had us worried there for a bit kid, Blake was basically pacing a hole into the floor waiting to see if you were okay."

The man had a very gruff voice, making his friendly tone seem a lot more intimidating, but Ben wasn't affected. Afterall, Tetrax and several of his own alien forms spoke in similar ways.

Taking in his appearance, the large man wore green slacks and a white undershirt that was covered by a short sleeved, maroon and olive jacket. He walked over and glanced up and down Ben's chest, inspecting the bandages wrapped around it.

"Looks like your wounds have healed enough to where we don't have to worry about them reopening just because you move around. That's pretty good considering you don't have aura to help the healing along." The man spoke softly and kindly, handing Ben a glass of cold water after he was done looking him over.

The young boy greedily drank the whole glass, eliciting a hardy chuckle from the larger man. "Someone was thirsty. Can't exactly blame you for it though, seeing that Blake brought you in a little less than a week ago."

"A week? I've been here for a week?" Ben seemed to be asking himself that more than the man before him, but regardless, he got an answer.

"Yup. Imagine my surprise when I see one of my old cadets knocking on my door before dawn, carrying an injured kid and not looking too hot herself. That was probably five or so days ago. We patched you up and watched over you while you recovered. The name's Tuckson, by the way." he said, extending a large hand to the hero of Earth.

"Ben. Ben Tennyson. Thanks for taking care of me while I was out." the boy thanked him with a small smile.

The man laughed again as he stood up. "It was no problem my boy. I couldn't just turn Blake away after what happened and you were part of the package there. Speaking of which, I just made some tuna sandwiches. Why don't you come on down? She is probably anxious to check on you herself."

Nodding to his benefactor, Ben stood up, enjoying to cold feel of the hardwood floors beneath his bare feet as he trailed the man. They walked down a short hallway into an open area. There was a small but fully functional kitchen on the right, a table with several chairs around it, and a sofa near the far corner that faced a model of television Ben had never seen before.

The closing of a refrigerator drew his attention back to the kitchen, specifically to where a beautiful black-haired girl had just finished pulling several containers out and laying them up on the counter. Her amber eyes locked onto Tuckson's and she nodded to him.

"How was he Tuckson? Did he look any better?" she asked, simultaneously preparing a sandwich from the various containers.

"Why don't you ask him yourself over lunch? Our mysterious boy wonder just woke up, and I am sure he is absolutely ready to tear into some of my famous Menagerie style spicy tuna sandwich!"

Her eyes flew back up to meet the man's before she heard a slight rumbling. Turning her head to the left, her wide amber orbs locked onto embarrassed green ones.

"I-uh… guess I might be a little hungry after all." Ben rubbed the back of his head sheepishly as Tuckson laughed and the girl he figured was Blake smiled.

* * *

The trio of people were gathered around the small table, plates full of Tuckson's self proclaimed famous tuna sandwiches and any other goodies Blake dragged out of the fridge littered the surface. There was a comfortable yet slightly awkward silence waging between the group as they started to eat.

"I didn't get to thank you yet for helping me Blake."

The girl looked up from her food and gave a light smile towards the boy across from her. "You were injured and I was in a place to help you out. If anything you should be thanking Tuckson. He was the one who provided a place to rest and the medical supplies."

"Bah! Stop trying to shirk praise Blake. Anyways kid, something does still puzzle me about how you ended up on the train she found you on."

A train? So he was found on a train somehow?

Tuckson must have seen the confused look on his face and decided to elaborate. "Blake was doing a mission that involved her presence on a very important train. She said there was a really bright flash of light and energy and the next thing she knows you were laying in a pile of shattered crates looking like someone just got through with using you as a punching bag."

Both of the other people present waited patiently for a reply as the boy thought on exactly how that could have happened. The last thing he remembered was having Tetrax encase him in crystal in hopes of containing the explosion…

"I really don't know. I had just finished fighting… well I guess you could say my nemesis? His name is Vilgax and he is a really powerful guy who went around gathering weapons and other sources of power to add to his arsenal."

The two Remnant natives stared wide-eyed at the child before them. Why did a kid like him need to fight someone that sounded like a warlord?

"Why was this Vilgax guy fighting you kid? Seems like someone with that much power would be focusing less on you and more on his likely very bloody goals." It was Tuckson who voice the question, knowing people like that never did anything without a reason.

Pulling his arm up slowly, he showed the alien device attached to his wrist to the faunus pair.

"This device is called the Omnitrix… it allows me to use alien DNA and turn into different species of documented species from across the galaxy. Vilgax wants it… and has stopped at nothing to get it as of yet."

Blake's eyes narrowed in on the watch, taking in the odd design while Tuckson's face hardened into a light scowl. "That is a very bold thing to say kid. I've heard some farfetched things… but aliens? Everyone knows space travel is impossible."

This time Ben's eyes went wide. "What do you mean it is impossible? What about the moon landing? The International Space Station that orbits Earth? Even normal satellites that let us bounce signals across the planet?"

With everything that came from Ben's mouth, Tuckson's eyes widened. He looked to Blake to try and gauge her reaction, but as per usual she was an unreadable mask of stone.

"Kid… the hell is a Space Station? Better yet, why would it orbit around dirt?" Tuckson asked, trying to decipher what the boy could possibly mean with those phrases.

"Earth! The planet we all live on?! You know, America? Asia? One small step for man? Anything?" He held up a hand and listed things off on his fingers, trying to get them to bite on anything.

It was at this point Blake interjected. She pointed one finger at her former mentor to stop his witty retort and turned to face the younger boy who looked like his brain was about to overload.

"Ben, we live on Remnant. Space travel was proven impossible by scientists years ago since dust loses power once the outer atmosphere is breached. The only satellite we have is the literal sense of the moon," she explained in a smooth and slow voice, trying to ease the confused child into the information.

Tuckson watched his young friend calm down the boy with her calm natured speaking. He always knew she was good at being level headed in tense situations, but this was a first.

"That… that is literally impossible! How did I end up all the way on another planet? Did Vilgax do this? Was it…" his green eyes grew wide as he looked down at the watch. He seemed to think for a second before he slammed his eyes shut and began mumbling to himself.

The older pair looked worriedly at each other as they saw the formerly boisterous brunette withdraw back into himself and begin to shake. Motioning her forward, Tuckson watched on as Blake crossed the distance between their chairs and pulled Ben into an extremely awkward hug.

He knew the daughter of his former boss was never one for physical contact outside of her own parents. That never changed as he saw her grow up, and it actually became one of the things he thought she disliked most about interactions with other people. But as he watched her comfortingly stroke the boy's hair and tell him everything was going to be alright, he realized his mistake.

She didn't hate physical contact, she just hated being the one to show the emotion for it. Comforting Ben let her touch him in a way that also comforted her, but she was able to remain he normal stoic yet caring self.

It took a few moments, but the shaking finally stopped and Blake was able to pull back, remaining in the chair next to him instead of moving back to her previous seat.

"What was that kid? You just froze up."

Ben looked up at Tuckson and grimaced. "I… just remembered what the last thing I did before waking up here was…"

A reaffirming look from Blake told him that it was okay for him to continue, though to Tuckson it just looked like she just stared at him. And thus, Ben gave them a brief summary of his journey with his Grandpa, Gwen and the Omnitrix, culminating in the last thing he remembered.

"After I took care of Vilgax with this new form Azmuth, the creator of the Omnitrix unlocked for me… the self destruct sequence started back up with no time left. I had Tetrax cover me in diamonds to try and buy them more time to escape before it detonated…"

The kitchen fell deathly silent. Ben was looking down at his lap, unconsciously fiddling with the Omnitrix, Tuckson was rubbing his forehead while contemplating the words and Blake was just sitting there, quietly mulling over the information.

"That's rough kid, but having the guts to do all that just to save everyone? You pretty brave. But how can we believe you? Ya got any proof?"

Thinking on it, all Ben did was raise his wrist. "I can always just show you."

He reached down and pressed the button to raise the faceplate. Blake jumped at the noise and both faunus were forced to close their eyes as a bright flash of green light exploded outwards after the boy pressed down.

Blinking the green spots out of her eyes, Blake looked back to where it originated from and gasped. Ben was no longer in the chair and Tuckson was already on his feet looking around. She joined him in looking, hoping the boy hadn't done anything stupid.

"Ahem!"

The faunus girl let out a girlish squeal as she jumped up and turned to face wherever the noise had just come from. Narrowing her eyes at the toad-like creature standing on the table.

The creature had grey skin, large yellow eyes with barlike pupils, and was wearing a what appeared to be a white jumper with a single black stripe on it. The thing that caught her attention the most though, even given the situation, was the hourglass symbol resting on its upper back. A very familiar symbol…

"Ben?" she asked, bending down to look the small creature in the face. Tuckson walked over with a very skeptical look on his face.

"The one and only! However, in this form you may refer to me as Gray Matter. I am what is called a Galvan. One of the most intelligent and brilliant races in the universe… well, my universe, I guess."

Realizing that this meant everything the boy said was true, Tuckson frowned. "What do you mean your universe? Did you figure something out?" Blake looked back at her former mentor and then returned her gaze to the small alien.

"Indeed. Judging by how the two of you reacted to the information I told you moments ago, neither of you have heard of the planet Earth, the Milky Way galaxy or perhaps the United States, yes?" Getting two nods in response he pressed on. "Then I can only assume that instead of my self-sacrifice ending with myself and Xenon exploding, something about the energy of the Omnitrix ripped space apart and sent me here."

Tuckson just stared dumbly at the small hero, failing to grasp the explanation given. Blake, on the other hand, nodded in an almost sagelike fashion, a worried frown soon appearing on her face.

"Even if that is what happened… how are we going to get you home? Space travel using resources from Remnant is impossible and we have no idea how dimensional or universal travel should even be looked at aside from a few sci-fi books… I never thought I would be talking about this stuff in a literal setting." That got a laugh out of the Galvan.

"Unfortunately I have never gone beyond standard space travel before on my adventures, and the furthest I have ever gone was Xenon alongside Tetrax. Strictly using logic to paint the picture… it is highly unlikely that I can find a way home myself and will be stuck on Remnant for the foreseeable future if not permanently." The small alien's voice trailed off the longer he spoke, letting the reality of his situation settle on his shoulders.

Unsure of how to comfort the boy in his current form, Blake just lightly patted his head a few times as Tuckson finally recovered and stepped forward. Crossing his arms over his chest he grunted.

"You might not be able to find a way back from this side, but what about the people back in your universe?" the larger man asked, immediately recoiling at the sheer look of anger Blake shot him.

It took another second after the glare to realize the reason Ben's return home seemed like a completely hopeless quest now…

"Right… they won't be looking for someone who sacrificed himself for the universe to live…"

Heavy tension filled the home as Blake sighed and looked back to the Galvan. He didn't look to be taking the news poorly, but whether that was because of his maturity or the current change in species helping him keep it together.

Ben was the first to move, jumping from the table and covering the room in another flash of light. Back in his normal form, he slowly began to make his way towards the door and waved over his shoulder.

"Thanks for the food Tuckson… I'm gonna go think for a bit."

The faunus watched him leave with different emotions on their faces. Tuckson had a somber look, one that showed he felt for the boy, but also knew this was not his place to intervene. The boy needed time to think on his… extremely _unique_ situation. He would be here for Ben when he came back down.

Blake, on the other hand, looked at the hall… longingly. Ben's story, while originally hard to grasp, had really opened her eyes to the perils that led him to her on that train. The fact that he wasn't able to return home was something she resonated with… he was someone who could understand her pain, and she needed to ensure that the child she brought here wouldn't do something stupid like she had years ago.

She locked eyes with Tuckson, making her intent clear to the grizzled shopkeeper, who only shrugged and moved towards the table, likely going to take care of the mostly finished plates still present atop it. She moved her attention back to the hallway entrance before starting off.

* * *

She had been a resident of this house several times since joining the White Fang so it was not hard locating the guest room that was not set aside for her. Stopping at the door, she second guessed her motives. Did he really need someone to relate to right now? Or was it better to just let him work it out alone?

The choice was made for her when she got close enough to hear the muffled sobbing coming through the thick oak door. It wasn't the lubbering wails of a child. No, this was a boy mourning the life he had lost and would likely never get back to. All in the name of being a hero.

She quietly opened the door, making not a single sound thanks to years of practice in stealth. Her target was sitting on the edge of the bed, not even trying to hide the tears streaming down his face. She couldn't see his face, but she could only guess that there was nothing but pure anguish in his eyes.

Silently, Blake made her way over to him and sat down beside him and placed a hand against his back. She felt his sudden stiffening when she touched him, but otherwise he kept on crying. She just sat there for a moment, listening to him slowly bring his emotions back under control.

When he brought his eyes up to look into her own, she knew she made the right decision. The teary emerald orbs showed so much pain. Pain that she had responded to wrongly when in his position before.

"Feel better?" she asked, knowing that even if it was only a little bit, he would feel some relief from just letting out his emotions.

Ben simply nodded in response and didn't fight Blake when she pulled him closer. He wasn't very familiar with the girl, but he knew she was just trying to comfort him in her own way.

"I know how it feels to be forced to leave behind everything you know for your ideals Ben. I did the same thing several years ago when I was faced with a tough decision." The black themed girl said softly while beginning to run her fingers through his hair, something her mother had done to calm her down when she was troubled.

She saw his eyes widen. "Really?"

"Yes. You see, here on Remnant faunus have been historically discriminated against by humans. I come from an island off the coast of Vale, where we are now, that was given to the faunus as a sort of safe haven after the Great War decades ago. The island is the only place with not faunus discrimination on Remnant… but the effects are still felt even there."

She was expecting him to be silent and listen to the story, but instead she saw the confused look on his face and paused. "What is it?"

"Well I get that discrimination is bad. Heck, we had a terrible history of it back on Earth too and are still dealing with making it right. Even some alien species I have met have issues with it."

Now she was the one confused. If he understood the basics of discriminating against different races, why did he look so lost.

"Then why did you stop me?"

"What's a faunus?"

Her heart stopped momentarily. There was no way the child in her arms was being serious. She put a hand on either shoulder and lowered herself so they were looking eye-to-eye. "What?"

He looked a little nervous now, which was her goal, but he didn't relent. "I don't know what a faunus is Blake. As far as I know we don't have those on Earth."

Now that she thought about it, that made more sense as to why he wouldn't know, but it still made her feel a little more alien to the boy she was holding. She supposed it was time for a little reveal then.

"A faunus is a person with one or more animal characteristics Ben. Traits can be as complex as a chameleon to where they can camouflage their skin with their surroundings, to something as simple as having cat ears…" with that she took one hand away from the boy and pointed to her own head.

He followed where she was pointing to until his wide eyes locked onto said appendages on her head. He looked at the black ears for several moments before smiling sheepishly back at her. "Is it bad that I didn't notice those earlier?"

Blake let out an uncharacteristic giggle and Ben joined her with a weak chuckle. She was happy she got his mind off his predicament if only for a moment.

"Yes, well as a faunus, I was always raised to treat everyone fairly and my father was the leader of a peaceful protest group known as the White Fang at that time. He and others went around protesting unfair treatment of faunus and fought legally for equality. I would often join them at rallies."

Her own nerves started acting up and she unconsciously began running her fingers through his hair again. Taking a deep breath she continued.

"When I turned fifteen, I wanted to join the White Fang full time and help them fight for equality. My father was dead set against it because once he resigned as leader to become head chieftain of Menagerie, the Fang became more violent and was gaining a reputation of taking things beyond peaceful acts for equality. But I didn't listen to him."

Another breath.

"He forbade me from joining, but I did anyways. I ran away from home, away from my mother and father who don't know where I am even now. I trusted Tuckson and my partner Adam with my life and joined them in their crusade. It wasn't until Tuckson left a year ago that my eyes began to see what exactly we were becoming…"

She knew that telling him of her heritage would have probably been enough to prove she knew at least a similar pain. But now that she was deep into explanation, she wanted to continue. This child honestly had nothing left, and she felt partially responsible for him now.

"It wasn't easy to admit at first, but we were becoming terrorists. We burned anti-faunus stores, held violent protests and eventually began stealing dust from the Schnee Dust Company to stab them back for treating faunus workers like garbage. It… just kept escalating. It actually wasn't until I found you that I realized things had gone to far." She blinked away what few emotions she still felt towards her old loyalties.

"Adam, the person I trusted most in the world for years, told me he was going to use the train as a bomb. It was going to explode once it stopped in Vale and kill everyone on board and anyone around the station. He was going to start by killing you since you surprised us by crashing into the crates when we were about to cross over to the passenger cars."

Blake smiled down at Ben. "It was at that time I decided enough was enough. I questioned his motives and… he confirmed their plans. I ended it right there by cutting the train off from them. After that I snuck away when we stopped in Vale and carried you to the one person I knew I could still trust."

She had gotten over her sadness of leaving home a long time ago, but abandoning the Fang still hurt. She had friends still stuck in that militaristic group that wouldn't be able to leave as easily as she had. Just as her thoughts turned dark, a hand gripped hers and gave a comforting squeeze.

His tears had dried but were still visible on his face despite the small smile he sported now. His eyes still showed the pain he was experiencing, but it was a much lesser load for him now. It seemed her words had worked.

"I guess we're both just people who wanted to be heroes in our own ways huh? You wanted to bring your people equality and peace while I saved as many people as I could with my powers…" he still wasn't his previously cheerful self, but he was getting better.

"I guess we are… just a pair of fools with big dreams…" she chuckled.

"Blake… I want to help you."

The faunus looked down in surprise. She wasn't expecting the boy to break the silence, let alone with such a shocking declaration. "Ben…"

"I'm serious! I… I know I probably won't get home… but that doesn't mean I can't still help people! Azmuth told me that he made the Omnitrix as a way for someone to walk a mile into another species' shoe in hopes of getting everyone to understand each other better. What better way to use it now than to help you out?"

Now it was Blake's turn to let out a soft sob and try to hide the happy tears in her eyes. She gripped the boy tightly in her arms, her chin resting against the top of his head as her smile only grew bigger by the minute.

"Thank you…"

Ben wasn't used to being hugged by anyone outside of his parents or other family members, so he awkwardly struggled to return the older girl's hug. Not noticing the slight yellow glow coming from where his arms were wrapped around her.

* * *

 **A/N:**

 **This was originally going to be longer but thanks to RMV I decided this was a good place to cut it. 6,500 words is pretty good for a prologue.**

 **Anyways, this was the story I was referencing when I mentioned a new project I was working on that was going to take over In Which Jaune's main slot in my writing schedule. I am very happy about how this turned out and the plot going forward is going well in the planning phases.**

 **Ben 10 was never my favorite thing as a kid, but the concept was always awesome. I plan on doing a fancomic of Ben 10 once I finish learning how to do comic work just because I think there is a lot of potential there.**

 **Aside from that, big thanks to RMV for putting up with my crazy ideas and fast writing habits. He is awesome and you should go check out his stories (which may or may not include things beta'd by me and a project that I am co-writing at some point). He has been a big help.**

 **This is fic is the new focus of my page at the moment. I plan on trying to update this bi-weekly and then the week this doesn't update you will get a new chapter of In Which Jaune. My schedule is crazy though so don't be surprised if I miss a few updates here or there. (Moves in will be updated as I feel like it since it is a weird mix of short story and full story)**

 **Please leave a review on what you think of the new story and any way you think I could improve it.**

 **Here are some brief points I want to make before you do that though.**

 _ **Romance:**_

 **As of now I have no plan for there to be any romance between Ben and anyone in the story. I haven't planned out beyond basic outlines for most characters in the story as of now (Blake, Yang and Weiss have been outlined as of right now). Ben is 11 in this story right now (that age will change depending on how I time the events of the story and pace them) so I am not going to have him be interested in older women or vice versa. Family/Friend/Sibling bonds are what you can expect.**

 _ **Omnitrix/Aliens:**_

 **I have planned out how the Omnitrix will play into the story extensively and the functions it will have are as follows.**

 **Ultimate forms are a big maybe. They will not appear at all until much later in the story if we do decide to use them, but they aren't in the cards right now.**

 **Fusions are not happening. I am not a fan of fics that rely on Ben needing to combine different aliens in various ways aside from when something like Master Control unlocks and he get to do combo attacks like Stinkfly's goop and Heatblast's flames. Stuff like that is only cool when it is played out like that and most fics never implement it well. It's a no from me.**

 **Aliens beyond the original 10-15 forms will be in here. As of now he has the standard arsenal of Heatblast, Diamondhead, Fourarms, Stinkfly, Ripjaws, Greymatter, Upgrade, Wildmutt, XLR8 and Cannonbolt. The other original group (bar Ghostfreak) will appear within Volume One, but the Alien Force and beyond forms will show up as they become useful or are timely to what I am working on.**

 _ **Ben 10 Characters on Remnant:**_

 **There is only one planned arc based around a Ben 10 character appearing on Remnant and it will not be anytime soon. It is set much later in the story and will drive some major plot points later (no not during the Fall).**

 _ **Ben with a weapon?:**_

 **Nope. That was one of the main reasons I felt okay writing this story compared to Emiyn's story. He has been acting like Ruby in that he is a weapon nut. In Alien Force Ben showed interest in alien tech, but this Ben will rely on the Omnitrix only. I feel making him rely on something else takes away what makes him Ben, ya know?**

 **I think that covers the basics, but feel free to ask questions or give ideas in the reviews or by shooting me a PM.**

 **Have a great day, week or whatever!**

 **\- CP**


	2. Out on the Town

**Glad to see the story is being so well received! I will try and address some of the reviews I didn't or couldn't respond to after the chapter, so until then enjoy.**

* * *

Several days had passed since Blake had revealed her past to the mysterious boy she was keeping an eye on alongside her former commander.

Said commander was currently inspecting several boxes of books that were stacked in the storage room behind his storefront.

"You know, I still can't see you being the type to own a bookstore Tuckson," the black-themed girl offhandedly commented from her perch on an old stool.

The older man scoffed, lifting one of the containers up and walking towards the door. "Well when I left the Fang I needed a cover, and running an information hub disguised as the simple "Tuckson's Book Trade" was as good an idea as any."

She couldn't argue with that, seeing that she had used his place as an escape more than once when Adam's radical pushes drove her crazy.

Blake stood from the stool and followed Tuckson into the main portion of the store. The large open area had several people browsing the various aisles that held hundreds of books.

Tuckson greeted each of them and moved to start distributing his new products to their proper positions within the rows of organized shelves. Blake, however, narrowed her eyes upon not finding what she was looking for.

Taking care to mark her place in her book, she stepped completely out into the store and began searching. The faunus avoided making contact with any of the other patrons, gliding around them as she peaked her head down each aisle. It wasn't until she reached the history section that she located her quarry.

"What are you doing back here Ben?" Blake asked, stifling a light giggle as the boy in question jumped up from his crouch and turned to face her, clearly startled at her sudden appearance.

"Ahhh! Blake?! When did you get here?"

"I followed Tuckson out of the back when he came out, what are you doing over here? I thought you would be upstairs watching TV or something."

It's true, since their talk a few nights prior, Blake had told Ben that they were going to have to remain on the downlow until she was certain the White Fang had not placed her on their persons of interest list or sent someone to bring her back.

The otherworldly child had been upset at the thought of being cramped up in one place so long, but Blake made sure he knew the importance of doing so and promised to take him sightseeing in Vale as soon as the coast was clear. She had seen him spend a lot of time watching the television in the days prior when she wasn't out scouting.

"Nah. Tuckson said that instead of wasting my time watching that stuff, I should focus on learning more about this world just incase I end up getting seperated from either of you and need to do things on my own." Ben spoke as he reached down and picked up several books from where he was crouched before.

Blake was impressed, for someone who seemed to enjoy nothing more than mind numbing forms of media, the boy was smart in taking Tuckson's advice instead of just winging it.

She reached one of her hands out expectantly and was happy to see Ben pick up on her intent and hand over the books. Pulling back, she began inspecting each title.

" _A Brief History of the Great War_ , _The Complete Guide to All Things Grimm_ , and _Hunter's Code: Vale Edition_ … not a bad selection. What else have you gotten through since you started?" the girl asked as she handed the books back to Ben and the duo began their way back towards the counter.

"I read another book on the Great War… I think it was called _Battlegrounds: Oe to the Faunus_ by some guy named something Arc. The other one was a book Tuckson gave me about the Faunus and Menagerie, something about needing to know what I was involved in now?"

Blake sighed and ran a hand down her face. Of course Tuckson would want the kid to be well versed in Faunus history and politics now that he was deeply affiliated with two former White Fang agents. She just hoped he didn't stick anymore of his typical overanalyzations into the impressionable head of Ben.

"Those books and these should give you a pretty good basic grasp of Remnant and the history surrounding it. Remind me after I show you around town and I will pick out a few more that would be good for you to look over."

She saw Ben nod as they passed behind Tuckson, who was speaking to a customer, and swiftly made their way back upstairs. Once there, Blake positioned herself comfortably on one end of the couch, curled up and ready to continue reading her book.

"What is Ninja's of Love Blake? Sounds like one of the books Gwen would read while Grandpa drove. It doesn't have gay vampires in it, does it?"

Quickly looking up from the open pages, she locked eyes with Ben, who was sitting on the other end of the couch, legs positioned away from her with one of his own books open. He looked inquisitively at the small black book in her hands, causing her to asses the situation.

There was an 11-year old child asking her about a book that, unbeknownst to him, was something that many would describe as adult literature, or more simply… smut.

... Blake had no intention of breaking her new friend's view of either herself, or the world, this early on in his young life.

"It is a romance novel about a ninja who is on a quest to take vengeance for his family. It probably isn't something you would enjoy Ben, a lot more romance than action." Or at least the action she knew he was thinking of…

"Yeah… I tried reading one of Gwen's books and didn't like it very much. I was usually prefer a good comic to an actual book, but learning about history and different races has always been something I liked. Especially since when I got the Omnitrix, it was basically a requirement."

That piqued Blake's interest. Over the few days she had known Ben, he seemed like a fairly normal kid. But she had to remind herself that not only had he experienced things she could never fully comprehend, he was also in a situation now that put him in the complete unknown.

"You weren't a big reader back home?" she asked, trying to keep the small conversation sparked as she continued to flip through her book.

"Not at all. I read comics and stuff like that, but reading was more Gwen's thing. I got B's and C's most of the time so I guess you could say I wasn't much of a scholar."

Blake had to agree with that description. He didn't give off the feel of an overly intelligent person for his age and the fact he was reading now impressed her.

The two fell silent and read late into the evening until Tuckson came up to join them after closing up his shop. He carried several bags with him and laid them out on the table.

"Come and get it kids. I ordered some takeout while I closed up and talked to a few contacts. This should be the last day you both need to keep cooped up in here, according to one of my men, Fang activity in the city has been real quiet as of late."

Ben shot up from the couch cheering, making both of the other occupants smile. "Yes! The only other planets I've gotten to explore were either really crappy, boring, or related to a prison. This is going to be awesome!"

The trio sat around the table, eating the noodles that Tuckson brought in and enjoying the nice company. The night ended with the promise of Blake taking Ben out on the town.

Sunlight streamed in through the blinds, splashing the covers of the bed inside. Ben Tennyson groaned and rolled over, making sure his head was not facing the light as he tried to return to the comfort of dreamland.

That was until a hand poked his side, causing him to groan and shuffle away from the offending appendage - only to be jabbed once more.

Bleary green eyes peaked over the sheets to see the fully dressed form of Blake Belladonna smirking down at him. "Did you know you are an extremely heavy sleeper? I'm surprised you don't snore at all."

Ben just glared at the girl and pulled the covers back over his head, ignoring the chuckling nuisance standing over him to the best of his ability. He was foiled immediately as the girl ripped away his blanket.

"Come on, Ben. Get dressed and we can head out into Vale. We have several things we need to get done before we come back tonight."

The sleepy boy grumbled out something of an agreement and rolled his way out of the bed. Blake exited the room to give him privacy as he slid on his pants and the jacket Blake let him borrow, seeing that his only shirt was shredded upon arrival.

Ben walked out and ignored the smirk on the older girl's face. "Black suits you Ben," she said passively as they walked down the stairs and used the back exit of Tuckson's residence to enter the crowds of the Valean streets.

They walked a short distance to an area that resemble an open park in the middle of a large shopping district. There were small stands selling various wares or treats to the people hanging around, people relaxing or playing games, and a group of musicians playing music to really bring home the relaxing feel. Ben gazed upon the area with wide eyes and took in the large buildings surrounding it on every side.

"Wow…" he said as Blake herded him onward past the park and into the second half of the shopping district, looking for one shop in particular. When she found it, she grabbed Ben tightly by his arm and dragged him behind her as he continued to look around.

The otherworldly hero wasn't pulled from his sightseeing until a pair of automatic doors closed in front of him and Blake released her grip. He stood next to her and looked around the store, noting that it was some type of clothing shop.

"Why are we here, Blake?" Ben asked skeptically, even as an older woman approached them with a kind smile.

The woman brought Blake into a hug, one which the faunus returned easily. "Hello there Blake, it has been far to long." The older woman spoke as she pulled back.

"It has, Mrs. Geho. I apologize for being away for so long, but recent… changes in employment led me to Vale and I thought now would be the best time to stop by."

The elderly woman narrowed her eyes slightly but nodded nonetheless before she took note of Ben standing next to Blake and smiled. "Oh? And who is this you brought with you? If memory serves you didn't run with a crowd when you were here last time and Ghira and Kali only had one kid…"

Not knowing what the woman was talking about, Ben looked to Blake for answers - only to see her red faced and shaking her head at Mrs. Geho.

"Don't worry about that! Just know that when I… cut ties, he was there and now I am responsible for his well being. I came here for several reasons, one of which being I think he needs a new outfit." She finished, pointing to the still lost boy beside her as Mrs. Geho took in her words.

"I see. Well since I can only assume you know about Blake's past, my name is Navajo Geho. Why don't you two come with me and we can get you set up with something nice away from… prying eyes, eh?"

The elderly woman turned around, leading Blake and Ben past the normal dressing rooms and into a private area. She motioned for the two to sit down while she shuffled some things around on a counter and pulled out several cups.

"So you finally left the Fang, deary? I figured you would eventually, there isn't a mean bone in your body." Navajo said as she poured steaming liquid into the cups and mixed tea leaves into them.

"They took a step too far and I wasn't going to allow innocents to pay the price with their blood…" Blake responded resolutely, to which the older woman only nodded her head in response.

Ben sat awkwardly to the side, not wanting to butt in on such a serious topic even if it did somewhat involve him now. Mrs. Geho was nice enough in his eyes, but Blake's business was still her own.

Navajo joined them in her own chair after handing each of them a mug. Ben looked inside to see a honey colored liquid.

"Homebrewed Menagerie Ceylon Black tea. I figured something to remind you of home would do the soul well in a time of uncertain futures."

Blake took a long sip from her cup and sighed contently. "Thank you very much Mrs. Geho. You always seem to have something that can remedy turmoil in my life."

The woman waved her off and directed her attention to Ben, who had yet to say anything or drink from the cup.

"And what about you, young man? Blake doesn't attach herself to someone without reasons. Even less so to someone who is so young and not a faunus."

It was only then that Ben noticed the tail wrapped around the woman's waist. He didn't know what kind of faunus she was, but that did explain why Blake was so comfortable around her.

"Uh… I guess you could say Blake is helping me find a way back home. I ended up here in Vale and don't know how I got here…"

His response was met with an odd smile as Mrs. Geho turned back to Blake. "Picking up a stray kitten, Blake? You are surely glad Kali can't see this now," she laughed.

Blake's cheeks heated up as she looked over to Ben. Ben just looked confused at the statement and was waiting for further explanation.

Seeing this, Navajo continued. "You haven't noticed it yet child, but Blake has taken on similar tendencies to a mother cat. It is instinctual for them to remain close to their kits. And even if she hasn't noticed, she is hovering in that area. Kali, her mother, would likely tease you both endlessly about this event."

Ben nodded his head in understanding while his companion's hands covered her red face. Her ears flattened against her head as she let out a muffled groan.

"In fact - if memory serves - your mother always did want another child." The teasing continued as Blake sunk lower and lower into the chair. Even Ben was slightly red at this point.

Mrs. Geho laughed at the pair's expressions before focusing back on the cat-girl.

"All teasing aside, what are your plans now, child? Knowing your drive to better the world, I can assume turning tail and heading home is not in the cards."

The moment of embarrassment gone, Blake was back to her stoic self as she pulled out a small pamphlet from… somewhere. Ben hadn't seen her holding it earlier and was trying to read the text on the front.

"Beacon? Like a signal?" Ben asked as he managed to make out the words _Beacon Academy_ on the paper that Blake was holding.

"No Ben. Beacon is an advanced combat training school that teaches its students to be fullfleged huntsman and huntresses upon graduation. While I was out scouting Vale for a potential White Fang presence I found this and applied… I think becoming a huntress is the next step to helping spread equality."

Both Ben and Navajo saw the conviction in the teenager's eyes as she spoke. Her mind was made up.

"So you're gonna go train to fight Grimm? Sounds like a pretty cool plan! Make sure to train extra hard so I don't upstage you in a fight though!" Ben boasted as he smiled, missing the small smile that formed on Blake's face and the narrowed eyes of Mrs. Geho.

"Beacon is it? I have no doubt with your skill level, your admission is all but guaranteed, but that does beg the question of why you have come here. I do see that young Ben here could use a wardrobe touch up, but you seem to have something weighing you down too."

At the old woman's words, Blake's expression fell from a happy one to something much more reserved and somber. She stored the pamphlet away and pointed to her head.

"I am not, and never will be, ashamed of who I am… but in order to blend in and not draw too much attention to myself, I believe hiding my ears will benefit me. It won't be forever, but just long enough to grasp the situation."

Ben, though not knowing Blake for long, understood the significance of her hiding her faunus heritage. Someone as proud and vocal in support of being a faunus and how people need to embrace equality as Blake being willing to hide behind a - for lack of a better term - mask to achieve her goals really showed to him how dedicated she was.

Mrs. Geho must have gotten similar feelings from her declaration, as she just gave a kind smile and walked over to a shelf to the side of the room. The only noise in the room was her shuffling through boxes and materials before returning with a strand of black fabric.

She stepped close to Blake and began maneuvering the fabric around in her hair.

"While I do think this is unnecessary, I do see your point. With what you have just gotten away from, keeping a low profile will be in your best interest. This isn't perfect, but it provides cover and is easy enough to maintain."

When she stepped away, the black fabric had been fashioned into a large black bow that sat atop Blake's head. Each main portion of the bow covered one of the animalistic appendages and the only sign anything was abnormal was the occasional slight twitch of fabric.

Looking into a mirror, Blake grimaced as she saw the change, clearly uncomfortable in hiding her heritage, but pleased with how well the whole thing turned out.

Ben, seeing her unease, patted her shoulder comfortingly and gave her a cheesy thumbs up to try and lighten the mood.

"How about we get off of that downtrodden topic and focus on something much more fun. I seem to recall a certain boy needing a new wardrobe?"

A chill suddenly blew through the room, which caused the only resident male in the room to take an involuntary step back. The feeling in his gut reminded him of a trip to the mall he was forced to take with his mom, Aunt Natalie, and Gwen.

Before he could contemplate a means to get out of whatever was about to happen, he felt a firm hand clasp onto his shoulder. Turning, he saw Blake, but her face was contorted with a smile that seemed to promise nothing good for his own wellbeing.

"Oh, don't worry Mrs. Geho. I have gotten to experiment over the past few days and have many ideas on what would best suit him."

The way she said those words only made the hairs on Ben's body stand at attention as the chill intensified. He was about to offer some form of protest before her other hand covered his mouth.

"Hush now Ben. Just let the professionals help you look your best."

And with the simple command he was dragged from the back room and into the store, bound for hours of experimentation at the hands of a terrifying, giggling Belladonna.

"Come on Ben, we only have a few more outfits to try." Blake said as she knocked on the door to one of the several dressing rooms in Mrs. Gaho's store.

"Blake, you have been dressing me up for like two hours! Just let me pick some clothes and we can leave!"

After being dragged back into the store by the suddenly very chipper faunus girl, Ben was forced to watch as Blake ravaged the various clothing sections and built up a pile that she thought he would look good in.

He tried to escape his fate, but was soon shoved with an armful of clothes into an empty stall, where he spent the next hour or so trying on whatever was handed to him next.

The store had closed, leaving the pair as the only remaining people outside of Mrs. Geho still within the building. The elderly woman was cleaning up the rejected pile that Blake had stacked up outside of the door.

Blake looked back at the large pile that still remained and then back to the door. Reaching in, she rummaged around for several seconds before pulling what she wanted out and knocking on the door again.

"Last one, I promise."

The door opened and wary green orbs watched her carefully as Ben grabbed the clothes and closed the door again. The sounds of clothes rustling hit her ears and she stepped back.

Not but a few moments later, Ben stepped out of the stall and let Blake's eyes roam over him.

He was wearing a black zipper hoodie with two green striped rings on each arm and a green line design across the pockets. The shirt underneath was of a similar design, a black body with green lines and sleeves.

A pair of snug, brown khaki jeans replaced the loose cargo pants he had arrived in and his old black and white running shoes were replaced with black and green climbing ones.

Ben shuffled around under the scrutinizing gaze of Blake, her amber eyes taking in what felt like every detail of the outfit. She finally relented and gave him a satisfied smirk.

"I told you black would look good on you." Blake said as she turned and walked out of the room.

"Yeah, but it could be less black…" the boy tried to argue as he caught up with her.

"There is no such thing as 'less black' Ben. Learn that now." She fired back as they approached the counter where Mrs. Geho was going over some papers. "Why don't you go wait outside Ben? I've got this covered and will be out after I say a few things to Mrs. Geho."

Not wanting to stop Blake from conversing about something that might be sensitive to her, Ben nodded, thanked the store owner for her hospitality, and walked outside into the chilly Vale evening.

He was suddenly very thankful for his new jacket as he leaned up against the brick storefront. The light breeze ruffled his clothing as it blew by and echoed across the empty streets.

Gazing up, his eyes once more admired the biggest difference this world had to his own - the shattered moon.

If Gwen were here, she would make fun of him for thinking it, but the first thing that came to mind whenever he saw the broken satellite was that it was poetic. A shattered moon for a place called Remnant really fit the aesthetic.

"Man, I bet something crazy must have happened up there. Wonder what it was." Ben spoke to himself.

His concentration on moon was broken however as the sound of shattering glass reached his ears. Quickly looking up and down the street, he saw no signs of the origin.

Casting a quick glance back at the window to the store, he saw Blake still talking with Mrs. Geho. Neither seeming to have picked up on the offending noise.

Without further hesitation, Ben took off in the direction of the sounds. "Guess it's hero time!" He declared, while cycling through the Omnitrix.

Finding his alien of choice, Ben slammed down on the core and let the green flash engulf him. Once the light faded, a much softer orange one remained.

"Heatblast!" yelled the now fully transformed Pyronite as he sprinted down the streets.

Towards the end of the street, Ben finally saw the cause of his current rush. There on the ground outside of some shop was an older man surrounded by broken glass and a handful of unconscious men in suits.

Ignoring that for the moment, he saw something red launch itself up onto the roof, apparently giving chase to a flamboyant man in a white suit and bowler hat that was running across another roof.

"Hello there baddie." Heatblast chuckled as he followed suit and launched himself into the air, propelled by flames shooting from his hands.

"Well Red, but this is where we part." Ben could hear the man say as he raised a cane up and pointed the end over at the red blur from earlier, which happened to be a girl slightly older than himself that was holding a gigantic scythe behind her.

Getting the feeling that something bad was going to happen, Ben propelled the flames to push him even faster towards the roof. His increased pace allowed him to push his way in front of the girl as the man's cane fired some type of projectile and impacted a red crystal that was on the floor in front of her.

The explosion rocked the roof as flames spread outward and engulfed a good portion of the rooftop, followed by the manic laughter of the shooter.

"Heh, that's what you get for messing with Roman Torchwick!" the now named Roman laughed as he watched the flames burn. Turning to leave, he whistled a jaunty tune and spun his cane around.

"Too bad for you. Fire like this doesn't hold a _candle_ to me."

There was a groan from behind him at that terrible pun, but Roman was too busy flipping back around to see what could have said that. Whatever he was expecting didn't come close to a creature made of rock and fire standing within the remainder of the flames that were slowly dwindling.

"The hell are you? Some kind of science experiment gone wrong? Sorry you missed your stop, Science Fair is down the road." The criminal snarked even as he continued to slowly back away.

"Oh yeah, guess I took a wrong turn and saw you running from a crime scene. Couldn't help but step in and stop you from hurting red-riding hood here." Fire erupted from Heatblast's hands at that and he stepped forward. "Now, how are we gonna do this?"

While this confrontation was going down, the girl he had saved was laid out on the ground and taking it all in. She was just saved by some fire monster who was now about to fight Roman Torchwick. NO one was going to believe her when she talked about this back home.

"How about never? I've got places to be and crimes to commit, sorry I can't spend my time trying to make the volcano erupt."

Just as the thief said that, a whirring noise appeared and the wind around the roof began to shift around the occupants. Roman chuckled as he stepped up onto the guardrail and gave a bow.

"Hothead, Red. I can't say it's been fun, but it was sure something." With that he jumped off of the roof, only to reappear seconds later in the open hatch of a bullhead.

The vehicle angled itself away from the building and fired up its engine, prompting Ben to launch forward. "Not so fast!" he cried as he shot several fireballs in hopes of hampering the machine's engines.

He wasn't the only one who began an assault on the slowly ascending vehicle. Blue hail-like projectiles began pelting the topside of the plane as it was rocked by the fireballs too.

Looking back, Ben saw a blonde woman wearing what he could only describe as something the librarian back in Bellwood would wear, holding a riding crop that was glowing and pointed at his target.

"We've got a huntress!" he heard Roman call from inside the metal bird that was trying to stabilize itself in the air.

Ben expected Roman to come back to the hatch and shoot something at them, but instead it was a woman wearing a red dress stepped out. Her face was hidden by the dark night but the flames she shot down at the blonde woman and the girl behind her were more worthy of his attention at the moment.

The blonde woman stopped her attack on the ship in order to put up a barrier around the two. The purple glow defended them from the fiery blast even as glowing eyes turned their attention from them to Heatblast.

They locked eyes momentarily, both sets flaming with different kinds of fire before the woman reached forward and launched a stream down at him.

Ben responded in kind, shooting his own trail of flames up at the woman. The two attacks collided and seemed to push back against each other while heating up the surrounding area.

"Oh no you don't! No one beats me when it comes to fire lady!" Ben declared as he poured more heat into his flames, watching satisfyingly as his fire overtook the woman's and forced her back. "Booyah!"

Heatblast's flames impacted the woman and slammed her backwards into the metal wall of the bullhead. From her position on the ground, her wide eyes locked onto Ben's again.

"Such power…" she whispered to herself as she watched the creature below her. "I must have it!"

As she said that, the ship sputtered and began moving forward. "We are out of here!" Roman hollered. The bullhead began flying ahead into the distance, leaving the mystery woman to cast one more glance behind at the roof before the hatch closed.

Seeing them begin their escape anew, Ben started running after them. "Not so fast!" he called out as he boosted himself off the roof. Using a chunk of concrete from the blast he absorbed earlier, he began to chase after them on the newly created meteorite.

He made it another block away before a familiar annoying beeping tone reached his ears. Looking down, he saw the flashing red symbol of the Omnitrix, signaling that it was about to timeout. "Really watch? Right now?"

Despite his desire to continue the chase, he angled himself downward. Landing in a side alley just as he was engulfed in a bright red light. The now reverted Ben sighed as he gazed down at the Omnitrix.

"You really have the worst timing sometimes."

With no way to chase down the criminal or the lady who helped in his escape, Ben shoved his hands into his jacket pockets and made his way out of the alley. "Guess I should go back to Mrs. Geho's store before Blake notices I'm gone." He spoke as he exited the alley and reentered the streets of Vale.

As he began walking along the streets, he realized one problem.

"I HAVE NO IDEA WHERE THE STORE IS!" Ben yelled as he looked around. He had Blake to guide him around once they left Tuckson's in the afternoon. Now he is in the middle of Vale at night with no clue where he was.

"Shoot! Blake is so going to kill me when she finds me! Why didn't I pay more attention when we were walking around?!" Ben panicked as he started running down the sidewalk back towards where he thought the robbery occurred.

Turning a corner, he bumped into something that sent him sprawling across the concrete behind him. "Oof!" he grunted as he hit the ground and winced.

Opening his eyes tentatively, Ben looked up and gulped.

Standing above him was the blonde woman that appeared on the roof and projected the purple attack at the ship Roman escaped on. Her expression was a mixture of sternness and concern.

"I apologize for knocking you over young man, but I do recommend you watch where you are going a little more closely from now on." The woman said in the exact voice Ben expected to come out of her mouth. One that sounded like she was constantly lecturing someone no matter the situation.

"Yes ma'am! It was my fault for not looking in the first place... I promise to pay more attention next time." Ben said, wanting to put as much distance between himself and the woman as possible.

She nodded her head and looked ready to turn around and leave before another voice cut in.

"Hey Miss Goodwitch are you about ready to head to the stati-oh. Hi there!" The other former occupant of the roof said as she walked over. The girl that looked slightly older than him with black hair and red-tips smiled at him from behind the now named Miss Goodwitch.

With speed that a Kineceleran would be proud of, the girl zipped up next to him and shook his hand. "My name is Ruby Rose. Nice to meet you! What are you doing out this late? Are you lost? I like your jacket! Oh! Are you headed to the station too?"

Her words came out at a speed that rattled the 11-year old's brain. He caught chunks but never the full question even as her eyes seemed to sparkle with interest and her face got ever closer to his own.

"Miss Rose, please step back, I think you are confusing the poor boy." Miss Goodwitch said, causing Ruby to double take back to the object of her fascination and she could practically see the dazed swirl in his eyes.

"Sorry! I just got really excited for a second there… I'm not really good with new people…" the girl backed off and sheepishly looked to the ground.

"Though as she said, I am curious as to why someone as young as you is out alone this late. Perhaps you have seen a *ahem* flaming man walking around the streets?" It was clear from how she had to steel herself that she was having a hard time saying that with a straight face.

Thinking fast Ben tried to look confused. "A flaming guy? I haven't seen anyone who was on fire. I did see the fire from the roof though. It looked awesome!" he tapped into his inner fanboy, similar to when he first met the Galactic Enforcers.

Ruby nodded along, jumping back into the conversation. "It was! The guy showed up and saved me from this explosion and then shot fire at them like *pew* and then left to chase them down riding a meteor!" again the girl's eyes had stars in them.

"Indeed. That still does not answer the first question. What is it that you were doing out this late unsupervised?"

Ben looked up at the woman and shrugged, already having formulated his excuse. "I was out shopping with my sister. We got split up in the last crowd that ran through after the work day let out. I'm not really that great with directions so I've been wandering around for awhile."

Ruby perked up at the word sister. "Oh you have a sister here in Vale? I have one too! She ditched me to go somewhere to ask someone about something, but at least I know how to get home! Can we help him Miss Goodwitch?"

It seemed the older woman was about to respond until another voice cut her off.

"BEN!" A very familiar voice rang out in the darkened streets. Looking to the side of where the small group was standing, a very relieved looking Blake was running towards them.

"Oh, hey Blake. I was just looking for you." Ben said offhandedly as the now hidden faunus stopped next to him and shot a halfhearted glare down at him.

Dropping her glare, she stepped a little closer to Ben and faced the two people in front of them. Ruby was smiling up at her, while Glynda was staring directly into her eyes.

"You must be his sister! Hi, I'm Ruby. We were just about to help him find you!" she said as she extended her hand and Blake hesitantly shook it.

".. I am. My name is Blake Belladonna, thank you for offering to help him, but I can take it from here." She cast a questioning glance to Ben, to which he made a 'roll with it' motion.

"Ah, I thought you looked familiar. You are one of the students attending Beacon starting this semester, correct Miss Belladonna?" Glynda spoke back up before Ruby seemingly exploded. "You're going to Beacon?!"

Stunned by the sudden boost to the already exuberant girl, Ben just laughed at the expression on Blake's face as Ruby invaded her personal space. "Yes?" Blake answered, hoping the girl would back off.

"That is so cool! My sister is going to Beacon this year too! Her name is Yang by the way. I want to go to Beacon when I finish at Signal!" At the end, Ruby clasped her hands together and looked off into the distance.

"... I'm sure you will make it. Now if you will excuse us, come on _little brother_." Blake emphasized the title as she grabbed his collar and dragged him back in the direction she had appeared form earlier.

"It was nice meeting you!" Ruby yelled as she too was hauled backwards, Miss Goodwitch being the culprit in her case. She was dragged back towards a gathering of parked police cars that surrounded the area in front of the store.

As soon as the duo cleared the nearest corner, Blake hauled Ben into an alleyway and flipped him around. With her gaze locked squarely onto him, he shrunk in on himself. "Explain. Now."

Taking a breath he began his explanation.

"While I was waiting outside the store I heard glass shattering and went to check it out. I transformed into Heatblast, the fire guy I told you about and blocked an explosion for that girl back there before having a fire fight with some crazy lady who was helping that guy named Roman escape. I tried to chase them but the watch timed out and now here we are."

The long-winded description of events did little to satisfy the amber eyes of his overseer. "And the excuse of being my sibling?" she asked, tapping her foot to add extra tension to the moment.

"Glynda, the blonde lady asked why I was out so late unsupervised. I couldn't just say I was out running around for no reasons or she might have gotten more suspicious! Saying I was looking for my sister was the first thing that came to mind…" he mumbled the last part as he looked away and scratched his cheek.

Blake's glare lessened slightly at his reasoning. She huffed and turned away, hiding the slight smirk that played on her lips as she started walking out of the alley. "Fine, but if we need to use the cover again you are Ben Belladonna, Tennyson doesn't fit me you taking my name makes you alibi easier to work with."

Ben sputtered and jogged to catch up to her. "But I'm not a faunus! How are we going to sell that to anyone?" he asked.

"I intend on attending Beacon under the guise of a human for the foreseeable future. So if, say that girl's older sister she mentioned, ever asked of our relation it wouldn't matter." She explained in a matter-of-fact tone, clearly having put some thought into this beforehand as a cover story.

"Beacon? That's right, Miss Goodwitch back there said you were going to be attending Beacon back there. Isn't that one of those big academies that train Hunters?" Ben asked as they continued down a street that seemed vaguely familiar to him.

Blake nodded. "Yes it is. I applied for the school a few days ago and recieved my acceptance letter last night. That is what I was talking about with Mrs. Geho when you were outside. I needed to get her thoughts on my new path in life."

Ben looked over at his friend and smiled. "Blake, coming from someone who has done hero work before, you are going to love this decision. I know you think it is making up for all the bad things you did, but in your own way this is more than just a fresh start."

Smiling back, Blake motioned ahead and her companion followed it to see Tuckson's store. They quickly used the spare key and made their way inside and up to the living quarters.

"Tuckson said he would be gone for tonight so it's just us for now." Blake said as she watched Ben flop down onto the sofa, giggling slightly at his antics as she removed her bow and let her ears twitch freely.

"Fine by me, I don't need another lecture after the one you gave me," he teased as the girl came over and sat on the side of the couch his body was not occupying. In response, Blake lightly swatted his leg and grinned.

"I could do a lot more than just lecture you young man." She smirked as his face scrunched up from her words. "Don't talk like that. You sound like my mom."

His complaints fell on two sets of deaf ears as Blake continued smirking and pulled out one of her books. "Not mom. Older sister. You started this to begin with so you can only blame yourself really."

Ben moaned in defeat, slumping further into the couch cushions to avoid looking at Blake. She just chuckled and flipped to the next page as a comfortable silence fell over the pair.

It was quiet for several minutes until Ben broke it. He flipped around so his head was closer to Blake, just at the side of her leg, and looked up at her. She paused her reading when she felt the shift, looking down with a raised brow.

"Shouldn't you be packing?" he asked.

"Packing? Why would I be packing?" Ben's question threw her for a little bit of loop as she was now contemplating what she would need to be packing for.

He motioned back outside. "The way Miss Goodwitch was talking, I thought Beacon applicants were supposed to head there tomorrow. Ruby made is sound like her sister was in town since that was the case too."

Pulling the pamphlet along with another piece of paper from god knows where, Blake scanned over the items before her eyes grew wide. She snapped her book shut and looked down at Ben in worry.

"What?" he asked, now becoming nervous as to why she was looking at him like he might vanish at any second.

"I just realized… I can't exactly just leave you here…" she said, referencing their current living situation.

Ben sighed and sat up.. "You make it sound like I'm a pet… I'm sure Tuckson wouldn't mind me sticking around if I helped him out with the store."

Chuckling, Blake looks over him, eyes settling on the watch that was visible due to one of his jacket sleeves being rolled up and thought back to something he said in an earlier conversation they had.

Leaning down, the girl placed a hand upon his arm. "Hey Ben." The boy's eyes traveled up to meet hers. "Yeah?"

Reaching down beside the couch, she pulled out Gambol Shroud and set it between them. "How about we test just how much of an _Upgrade_ you can give my weapon during initiation. We can cross the other bridges as they come."

The smiling faunus beamed even brighter as the child before her caught onto her plan and nodded eagerly.

* * *

 **A/N:**

 **Though not as large as the support on my first chapter of In Which Jaune, I still am thankful that this story was so well received by all of you.**

 **Here are a few questions I got frequently and will now answer in the open.**

 _ **Why is Ben 11 / wasn't Ben still 10 during Secret of the Omnitrix?**_

 **The answer to this line of questioning is simple. Yes he was 10 during the movie and the change will explain itself later on so be patient.**

 _ **Will Ben rely on other things besides the Omnitrix / Will he become OP?**_

 **No he will not become overpowered. I think stories that are not fully comedy that make their main character OP are boring and rarely worth reading. He will gain an… ability so to speak later on that will allow him options on how he handles situations, but it still involves the Omnitrix so don't worry about him getting a sword or something like that.**

 **(P.S. No it is not Master Control)**

 _ **Ultimate Forms/Omniverse Aliens/Omnitrix Features?**_

 **In order:**

 **No, Ultimate forms will not be making an appearance in this story bar some major shakeups in my plot line. I love the idea, but they tip the power scale a little more than I would like.**

 **There will be Alien Force, UA and Omniverse aliens in this story however. I have made a list of the aliens I plan to include beyond the original 10. It is a pretty long list and I tired to make it practical to the story rather than just pick my favorites.**

 **And lastly, what features does this Omnitrix have. As of now, this is the base model Omnitrix. Meaning one transformation per use, no switching and timeouts happen. DNA scanning is included in this feature, but I will not be using this as often as Emiyn does. It will come up once or twice.**

 _ **Will Ben have an aura/semblance/weapon?!**_

 **Yes. Yes. No.**

 _ **Will there be romance in this story?**_

 **For Ben, absolutely not. I said it before, but this story is meant to be a coming together of the story telling from Ben 10 and RWBY. Ben is a child and will not be paired with anyone in more than a friendship/sibling way as I tried to make clear with this chapter.**

 **Now for other characters, yes there will be. I have a few pairings in mind that will play into the story later on. One will be obvious and the other won't come to fruition until much later.**

 **And lastly here.**

 **To Sean Bruce,**

 **I am really thankful you like my story and some of your ideas were very good for getting me out of a writing funk I had in the middle of writing this chapter.**

 **HOWEVER.**

 **I would really appreciate you either making an account so we can have a back and forth in direct messages or only leaving a single review per chapter. I do not know the exact number of comments you left, but it was a lot.**

 **Thanks for the support, but please mitigate your reviews or make an actual account so we can chat without it spamming my feed.**

 **And as for your last comment:**

 _ **Not trying to be rude, but when are you going to update this story?**_

 _ **It's just that it's a nice beginning and I'd hate to see it not being uploaded.**_

 **I respect that you like my story this much, but I am a very, and I stress,** _ **very**_ **, busy person.**

 **Between college courses, work and other personal projects, this is done out of passion in what little spare time I have. In my bio on my page, I have it listed that the goal for all of my stories is to update them once every two weeks, but the last month has been hectic with my job and being sick for around two weeks.**

 **Asking when the chapter will be out is fine, but since you commented almost daily it did grate on me a little bit. Especially when I can't respond to you on your guest account.**

 **But enough ranting on that last bit.**

 **Thank you all so much for reading and I will try to update this again before April.**

 **\- CP**


	3. Update and Rework

Hey there readers, it's been a hot minute since I have posted here.

Honestly, I don't feel like making excuses about it or trying to cover anything up - I got a job to go along with school and just moved on.

RWBY kinda lost me after the last season and I needed to take a break from the fandom. I spent (and still do spend) the majority of my time writing for my job or doing school work in preparation for graduation in the spring. Fanfiction took a backseat and it still will, but I feel like I need that creative outlet it provides.

So this is what will be happening:

House Spider is done. Danny (Oobidoobi)has been working on other stuff and with my style of writing, I like to get ahead on planning. It just doesn't make sense to have two different stories, so if I do anything in that universe again it will be WAY later down the line. If you want to see the continued adventures of Brian PLEASE go check out Danny's page on DA.

In Which Jaune is still alive, but only for submissions or the occasional idea I might have to throw in there. I like cohesive storytelling more than one-shots so I don't have any plans right now to work on anything. That being said, there will be an update when I get the time detailing how you can submit your own chapters if you want to tell your own story in that universe.

Alongside that In Which Jaune Moves In is also done. It will remain a one-shot unless someone wants to adopt it for a full story. I am open to whatever on that front as long as I feel it will be treated well under the new author.

And lastly, this fic. I will be reworking everything to do with this fic. My overall ideas for the plot are the same, but I am a much better writer than I was when it was first published. I want to give it another shot overall, re-writing the story from scratch with a new outline based on my previous ideas.

This will take some time, but here is my promise to all of you.

Chapter One of the reworked story will come out the week of December 25 as my Christmas present to all of you.

After that, I will try to update once a month. Feel free to leave constructive criticism or questions in a review, I will respond to as many as I can! (But anyone who decides to flame my PMs like they have been for the past six or so months are going to be blocked - 80+ messages threatening me is not a great way to make me want to write again folks.)

Have a wonderful day!

\- CP


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